Board of Directors' Meeting - 12/18/2023 - Minutes (Rectification of item 4 of the minutes of the BD meeting 11/07/23; regarding the number of shares in circulation of the Company; Approval of the budget of the Statutory Audit Committee, review of the Sustainability Policy (ESG), approval of the proposed goals of the Statutory Board, Company Budget, Budget of controlled companies (direct and indirect) and Budget of the co-company -controlled: TOTVS Techfin S.A.)

TOTVS S.A.

Corporate Taxpayers' Id. (CNPJ) No. 53.113.791/0001-22

Company Registry (NIRE) No. 35.300.153.171

MINUTES OF THE BOARD OF DIRECTORS' MEETING

HELD ON DECEMBER 18th, 2023

1. DATE, TIME, and PLACE: meeting held on December 18th, 2023, at 8:30 a.m., at the headquarters of TOTVS S.A. (the "Company"), located at Avenida Braz Leme, 1.000, Casa Verde district, capital city of São Paulo, State of São Paulo.
2. CHAIR AND SECRETARY: Chairman: Laércio José de Lucena Cosentino; Secretary: Téssie Massarão Andrade Simonato.
3. CALL AND ATTENDANCE: the corresponding call notice was duly sent pursuant to article 18, paragraph 1 of the Bylaws of TOTVS. All members of the Board of Directors (the "Board") were present, namely: Laércio José de Lucena Cosentino, Ana Claudia Piedade Silveira dos Reis, Eduardo Mazzilli de Vassimon, Gilberto Mifano, Guilherme Stocco Filho, Maria Letícia de Freitas Costa, and Tania Sztamfater Chocolat.

The following professionals also attended part of the meeting as guests: Dennis Herszkowicz, Chief Executive Officer, Gilsomar Maia Sebastião, Chief Financial and Investor Relations Officer, Gustavo Dutra Bastos, Vice President of Platforms, Juliano de Miranda Tubino, Vice President of Business Performance, Marcelo Eduardo Sant'Anna Cosentino, Vice President of Business for Segments, Marcos Bartolomei de Siqueira Corradi, Executive Manager of Internal Controls, Risks, and Compliance, Ricardo Guerino de Souza, Controller and Financial Planning Officer, and Vivian Broge, Vice President of Human Relations and Marketing. Gabriel Grosso Salis, Corporate Governance Coordinator, was also present at the meeting as a listener.

Marcelo Barbosa de Castro Zenkner, a partner at Tozzini, Freire, Teixeira e Silva Advogados law firm, was also present at the meeting. He was invited to conduct the training mentioned in section III of the agenda.

4. AGENDA : (I) Presentation of the deliberative topics on the agenda; (II) Rectification and ratification of the number of outstanding shares issued by the Company, according to section 4 of the minutes of the Board of Directors' meeting held on November 7th, 2023; (III) Corporate training on compliance for the Board of Directors; (IV) Report on the work of the Statutory Audit Committee ("CAE"); (V) Report on the work of the Governance and Nomination Committee ("CGI"); (VI) Report on the work of the People and Compensation Committee; (VII) Report on the work of the Strategy Committee ("CE"); (VIII) Report from the Chief Executive Officer; and (IX) Executive Session.

5.I. PRESENTATION, DISCUSSIONS, AND RESOLUTIONS

The Chairman of the Board declared the meeting established and gave the floor to the meeting Secretary who informed the agenda topics to be addressed.

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ARCA (Minutes of the Board of Directors' Meeting) 14/2023

5. II. Rectification and ratification of the number of outstanding shares issued by the Company, according to section 4 of the minutes of the Board of Directors' meeting held on November 7, 2023:the Board of Directors unanimously approvedthe rectification and ratification of section 4 of the minutes of the Board of Directors' meeting held on November 7, 2023 that was filed with the Board of Trade of the State of São Paulo under No. 459.759/23-0,in a session of December 5th, 2023, with regard to the number of outstanding shares issued by the Company, so that:

Where it was stated:

"(...) According to the concept of CVM Resolution No. 77/2022, the Company has 515,547,144 (five hundred and fifteen million, six and thirteen thousand)outstanding shares. (...)"

It should read:

"(...) According to the concept of CVM Resolution No. 77/2022, The Company has 515,613,517 (five hundred and fifteen million, six hundred and thirteen thousand, five hundred and seventeen)outstanding shares. (...)"

5.III. Corporate Training on Compliance:

In accordance with the Company's Compliance Program, specialized external consultants conducted training for the Board of Directors.

5.IV. Report of the CAE

After having submitted the report on the work performed by the Statutory Audit Committee (CAE), which counted on the favorable opinion of this Committee, the Board unanimously approved, pursuant to article 31 of the Charter of the Board of Directors and article 4, subparagraph "iii" of the Charter of the Statutory Audit Committee, the Budget of the Statutory Audit Committee for the fiscal year 2024.

5.V. Report of the CGI

Following a report on the Governance and Nomination Committee's work, including the results of the performance assessment of the Board and its Advisory Committees, and with the favorable opinion of this Committee, the Board approvedunanimously the revised Sustainability (ESG) Policy, which becomes effective as of the present date, as filed at the headquarters and disclosed on the Company's Investor Relations page and also on the platform of the Brazilian Securities and Exchange Commission ("CVM").

5.VI. Report by the CGR

Following the report of the People and Compensation Committee on their performed works, and with the favorable opinion of this Board, the proposal for the targets of the Statutory Board for the year 2024 was unanimously approved.

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ARCA (Minutes of the Board of Directors' Meeting) 14/2023

5.VII. Report of the CE

After the report was made on the works performed by the Strategy Committee, which counted on the favorable opinion of this Committee, the Board approvedunanimously, pursuant to section 19, subparagraph "vii" of the Company's Bylaws:

1. the Company's Budget for the fiscal year of 2024;
2. the Budget for the controlled companies (both direct and indirect): Dimensa S.A., Feedz Tecnologia S.A., RD Gestão e Sistemas S.A., and Tallos Tecnologia Integrada e Assessoria em Negócios S.A., for the fiscal year of 2024; and
3. the Budget of the co-controlled company: TOTVS Techfin S.A., for the fiscal year 2024.

5.VIII. Report from the CEO

The Chief Executive Officer submitted his report on the key matters in progress, the monitoring indicators of the Board, as well as the results of November 2023.

5.IX. Executive Session

The members met in an executive session without the presence of guests.

6. APPROVAL AND SIGNATURE OF THESE MINUTES: there being no further business to address, the Chairman called the meeting to a close. These minutes were read and approved with no reservations by all those present. We certify that this is a free translation of the original minutes drawn up in the Company's records.

	São Paulo, December 18th, 2023.
Chair and Secretary:
____________________________________	____________________________________
Laércio José de Lucena Cosentino	Téssie Massarão Andrade Simonato
Chairman	Secretary
Board members present:
____________________________________	____________________________________
Laércio José de Lucena Cosentino	Ana Claudia Piedade Silveira dos Reis
____________________________________	____________________________________
Eduardo Mazzilli de Vassimon	Gilberto Mifano

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ARCA (Minutes of the Board of Directors' Meeting) 14/2023

____________________________________	____________________________________
Guilherme Stocco Filho	Maria Letícia de Freitas Costa
____________________________________
Tania Sztamfater Chocolat

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ARCA (Minutes of the Board of Directors' Meeting) 14/2023